Background

Para. 4(a)'s 'unique and extraordinary skills' representation is the textual hook MLB uses to obtain injunctive relief against contract-breaching players; it descends from the doctrinal line in Allegheny Base-Ball Club v. Bennett (1882, in this archive). Para. 10 — Renewal is the reserve clause in its modern form: after the agreement's stated term, the Club may unilaterally renew on the same terms at a price 'such as the Club shall fix in said notice,' subject to the Basic Agreement's free-agency provisions — the textual mechanism that Curt Flood and the Messersmith / McNally arbitration challenged. Para. 5(b) — Other Sports restricts professional and high-risk recreational activities (winter basketball, hockey, etc.) without Club consent. Para. 7(b)'s 'sufficient skill or competitive ability' clause is the operative basis for Club-initiated terminations and is structurally distinct from the just-cause discipline framework in Article XII of the Basic Agreement. Major League Rule 18(b) (post-season exhibition games) is appended at the end as part of the Regulations.

Key provisions

• Paragraph 1 — Employment: Club employs Player to render skilled services as a baseball player during the year(s) See Special Covenants, including training season, exhibition games, playing season, Division Series, LCS, World Series.
• Paragraph 2 — Payment: Player paid sum 'See Special Covenants' in semimonthly installments after start of championship season. References Article VI(B)(1) of the 2006-effective Basic Agreement for minimum rate of payment on a Major League Club; VI(B)(2) and (3) for Minor League service minima.
• Paragraph 3(a) — Loyalty: Player agrees to perform diligently and faithfully, keep himself in first-class physical condition, obey Club's training rules, conform to high standards of personal conduct, fair play and good sportsmanship.
• Paragraph 3(b) — Baseball Promotion: Player agrees to participate in all reasonable promotional activities.
• Paragraph 3(c) — Pictures and Public Appearances: All rights in Player photos/videos belong to Club; Player restricted from public appearances / radio / TV / commercial products during playing season without Club written consent.
• Paragraph 4(a) — Ability: Player represents skills are 'exceptional and unique,' 'of a special, unusual and extraordinary character,' giving them 'peculiar value which cannot be reasonably or adequately compensated for in damages at law' — the legal hook for injunctive relief against contract breach (i.e., the player playing for another club). This is the operative textual basis for the reserve clause's enforceability as a specific-performance / negative-covenant injunction matter, descending directly from the cases like Allegheny Base-Ball Club v. Bennett (1882) that this archive holds.
• Paragraph 4(c) — Interest in Club: Player represents he does not own stock or financial interest in any MLB Club (except as expressly set forth); references Major League Rule 20(e).
• Paragraph 5(a) — Service: Player agrees not to play baseball other than for the Club while under contract.
• Paragraph 5(b) — Other Sports: prohibits professional boxing/wrestling; restricts (without Club written consent) skiing, auto racing, motorcycle racing, sky diving, football, soccer, professional basketball, ice hockey, or other substantial-risk sports.
• Paragraph 6 — Assignment (with substantive sub-provisions on medical information, salary protection, reporting, allocation of bonus liability between assignor and assignee Clubs).
• Paragraph 7(a) — Termination By Player: Player may terminate on Club default after 10-day cure period.
• Paragraph 7(b) — Termination By Club: Club may terminate (after requesting waivers from all other MLB Clubs) if Player (1) fails to conform personal conduct to good citizenship/sportsmanship standards or keep first-class physical condition or obey training rules; (2) 'fail[s], in the opinion of the Club's management, to exhibit sufficient skill or competitive ability to qualify or continue as a member of the Club's team'; (3) materially breaches the contract.
• Paragraph 9 — Rules: Player accepts the Major League Constitution and Major League Rules, including modifications during the contract term.
• Paragraph 10 — Renewal: Reserve clause mechanism — Club may retain reservation rights by including Player on the Central Tender Letter; if no agreement by March 1, Club may unilaterally renew the contract on the same terms with the price 'such as the Club shall fix.' Subject to Player's rights under Article XX of the Basic Agreement (the Reserve System).
• Regulations 1-8 + Major League Rule 18(b) (Post-Season Exhibition Games) appended as Regulations at end of contract.

Notable provisions

The Player represents and agrees that he has exceptional and unique skill and ability as a baseball player; that his services to be rendered hereunder are of a special, unusual and extraordinary character which gives them peculiar value which cannot be reasonably or adequately compensated for in damages at law, and that the Player's breach of this contract will cause the Club great and irreparable injury and damage. The Player agrees that, in addition to other remedies, the Club shall be entitled to injunctive and other equitable relief to prevent a breach of this contract by the Player, including, among others, the right to enjoin the Player from playing baseball for any other person or organization during the term of his contract.— UPC Para. 4(a) — Ability

The Club may terminate this contract upon written notice to the Player (but only after requesting and obtaining waivers of this contract from all other Major League Clubs) if the Player shall at any time: (1) fail, refuse or neglect to conform his personal conduct to the standards of good citizenship and good sportsmanship or to keep himself in first-class physical condition or to obey the Club's training rules; or (2) fail, in the opinion of the Club's management, to exhibit sufficient skill or competitive ability to qualify or continue as a member of the Club's team; or (3) fail, refuse or neglect to render his services hereunder or in any other manner materially breach this contract.— UPC Para. 7(b) — Termination By Club

Further context

Uniform Player's Contract Template (2007-2011 CBA cycle)

The blank UPC template attached as Schedule A to the 2007-2011 Basic Agreement (effective December 20, 2006). 8 pages, scanned PDF, hosted by UNH IP Mall.

This is the form against which every player signing in the 2007-2011 era had their actual contract written. The most operationally consequential paragraphs:

• Para. 4(a) — Ability: the "unique and extraordinary skills" representation that's the textual basis for MLB's injunctive-relief remedy against contract-breaching players. Descends from the early reserve-clause cases (Allegheny v. Bennett, 1882, in this archive).
• Para. 7(b) — Termination By Club: the operative basis for unilateral release (sufficient skill / competitive ability test, plus waivers requirement).
• Para. 10 — Renewal: the reserve clause in modern form — Club unilateral renewal at a price the Club fixes, subject to the Basic Agreement's free-agency provisions.

Related documents

• 2015-02-26_contract_executed-upc-heaney-angels.md — an actual executed UPC against the next-cycle (2012-2016) template.
• 2002-09-30_cba_mlb-cba-2002-2006.md — the predecessor Basic Agreement.

Verification status

needs_review. Single source.

Related documents

Related documents

Andrew Heaney UPC (Angels, 2015), 2002-2006 MLB Basic Agreement

Source provenance

• Primary source